Schedule 13G Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyEv6B4tX0zpfPc0LNHr3QZQKF5oJLbOUK0YZvUJZnRxZru2CvzJkFkxwXb2cyss 5cGawulfJJUb1ZloSsUiLw== 0001193125-07-031304.txt : 20070214 0001193125-07-031304.hdr.sgml : 20070214 20070214133252 ACCESSION NUMBER: 0001193125-07-031304 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: APV MANAGEMENT CO. II, LLC GROUP MEMBERS: APV MANAGEMENT CO., LLC GROUP MEMBERS: APV TECHNOLOGY PARTNERS U.S., L.P. GROUP MEMBERS: APV TECHNOLOGY PARTNERS, L.P. GROUP MEMBERS: PETER G. BODINE GROUP MEMBERS: SPENCER C. TALL GROUP MEMBERS: WILLIAM J. STEWART GROUP MEMBERS: WPS, L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APV TECHNOLOGY PARTNERS II LP /CA CENTRAL INDEX KEY: 0001053336 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 535 MIDDLEFIELD ROAD SUITE 150 STREET 2: 650-327-7871 CITY: MENLO PARK STATE: CA ZIP: 94025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPASS INC CENTRAL INDEX KEY: 0001053374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 931214598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79585 FILM NUMBER: 07617554 BUSINESS ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6502324115 MAIL ADDRESS: STREET 1: 3800 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

iPass, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

46261V108

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP No. 46261V108		13G		Page 2 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		APV Technology Partners II, L.P. 94-3274676
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		807,295
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		807,295
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	807,295
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	1.2%
12	TYPE OF REPORTING PERSON*

	PN


CUSIP No. 46261V108		13G		Page 3 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		APV Technology Partners, L.P. 94-3233350
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0
12	TYPE OF REPORTING PERSON*

	PN


CUSIP No. 46261V108		13G		Page 4 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		APV Technology Partners U.S., L.P. 94-3238613
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0
12	TYPE OF REPORTING PERSON*

	PN


CUSIP No. 46261V108		13G		Page 5 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		WPS, L.L.C. 77-0399961
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0
12	TYPE OF REPORTING PERSON*

	OO


CUSIP No. 46261V108		13G		Page 6 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		APV Management Co. II, LLC 94-3274613
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
12	TYPE OF REPORTING PERSON*

	OO


CUSIP No. 46261V108		13G		Page 7 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		APV Management Co., LLC 77-0408197
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
12	TYPE OF REPORTING PERSON*

	OO


CUSIP No. 46261V108		13G		Page 8 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Peter G. Bodine
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		131,197
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		131,197
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	131,197
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.2%
12	TYPE OF REPORTING PERSON*

	IN


CUSIP No. 46261V108		13G		Page 9 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		William J. Stewart
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
12	TYPE OF REPORTING PERSON*

	IN


CUSIP No. 46261V108		13G		Page 10 of 15 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Spencer C. Tall
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		0
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
12	TYPE OF REPORTING PERSON*

	IN


CUSIP No. 46261V108		13G		Page 11 of 15 Pages

Item 1.

(a)

Name of Issuer:

iPass, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

3800 Bridge Parkway

Redwood Shores, California

Item 2.

(a)

Name of Person Filing:

APV Technology Partners II, L.P., APV Technology Partners L.P., APV Technology Partners U.S., L.P., WPS, L.L.C.

APV Mangement Co. II, LLC is the General Partner of APV Technology Partners II, L.P. APV Management Co., LLC is the General Partner of APV Technology Partners, L.P. and APV Technology Partners U.S., L.P. Mr. William J. Stewart, Mr. Peter G. Bodine and Mr. Spencer C. Tall are each Managing Members of APV Management Co. II, LLC., APV Management Co., LLC. and WPS, LLC.

(b)

Address of Principal Business Office or, if none, Residence:

325 Sharon Park Drive, Suite 533

Menlo Park, CA 94025

(c)

Citizenship:

U.S.A.

(d)

Title of Class Securities:

Common Stock

(e)

CUSIP Number:

46261V108

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


CUSIP No. 46261V108		13G		Page 12 of 15 Pages


Item 4.		Ownership

		SEE ROWS 5 THROUGH 11 OF COVER PAGES

		Percent of class is based upon 65,439,093 shares of Common Stock, $0.001 par value, outstanding as disclosed in the iPass Inc., Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. The 131,197 shares beneficially owned by Mr. Peter G. Bodine includes 120,000 shares underlying options exercisable within 60 days of February 14, 2007.

Item 5.		Ownership of Five Percent or Less of a Class x

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group

		Not applicable.

Item 9.		Notice of Dissolution of the Group

		Not applicable.

Item 10.		Certification

		By signing below I certify that, to the best if my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 46261V108		13G		Page 13 of 15 Pages

SIGNATURE

After reasonable inquire and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2007


APV Technology Partners II, L.P.		APV Technology Partners, L.P.

By:	APV Management Co. II, LLC,	By:	APV Management Co., LLC,
	its General Partner		its General Partner

By:	Managing Members	By:	Managing Members

	/s/ William J. Stewart		/s/ William J. Stewart
	William J. Stewart		William J. Stewart

	/s/ Peter G. Bodine		/s/ Peter G. Bodine
	Peter G. Bodine		Peter G. Bodine

	/s/ Spencer C. Tall		/s/ Spencer C. Tall
	Spencer C. Tall		Spencer C. Tall

APV Technology Partners U.S., L.P.		WPS, LLC

By:	APV Management Co., LLC,	By:	Managing Members
	its General Partner
			/s/ William J. Stewart
By:	Managing Members		William J. Stewart

	/s/ William J. Stewart		/s/ Peter G. Bodine
	William J. Stewart		Peter G. Bodine

	/s/ Peter G. Bodine		/s/ Spencer C. Tall
	Peter G. Bodine		Spencer C. Tall

	/s/ Spencer C. Tall
	Spencer C. Tall


CUSIP No. 46261V108		13G		Page 14 of 15 Pages

EXHIBITS



Exhibit 1		Joint Filing Agreement, dated February 14, 2007, among the signatories to this Schedule 13G.

EX-1 2 dex1.htm JOINT FILING AGREEMENT AMONG THE SIGNATORIES TO THIS SCHEDULE 13G Joint Filing Agreement among the signatories to this Schedule 13G

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(f)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: February 14, 2007


APV Technology Partners II, L.P.		APV Technology Partners, L.P.

By:	APV Management Co. II, LLC,	By:	APV Management Co., LLC,
	its General Partner		its General Partner

By:	Managing Members	By:	Managing Members

	/s/ William J. Stewart		/s/ William J. Stewart
	William J. Stewart		William J. Stewart

	/s/ Peter G. Bodine		/s/ Peter G. Bodine
	Peter G. Bodine		Peter G. Bodine

	/s/ Spencer C. Tall		/s/ Spencer C. Tall
	Spencer C. Tall		Spencer C. Tall

APV Technology Partners U.S., L.P.		WPS, LLC

By:	APV Management Co., LLC,	By:	Managing Members
	its General Partner
			/s/ William J. Stewart
By:	Managing Members		William J. Stewart

	/s/ William J. Stewart		/s/ Peter G. Bodine
	William J. Stewart		Peter G. Bodine

	/s/ Peter G. Bodine		/s/ Spencer C. Tall
	Peter G. Bodine		Spencer C. Tall

	/s/ Spencer C. Tall
	Spencer C. Tall


	Spencer C. Tall


	Peter G. Bodine		William J. Stewart

-----END PRIVACY-ENHANCED MESSAGE-----